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Exhibit 10.44
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Agreement") is made effective as of May 16,
2000 (the "effective date"), by and among Pioneer Forest, L.L.C., a Delaware
limited liability company ("PFLLC"), The Pioneer Group, Inc., a Delaware
corporation ("PGI"), and Closed Joint-Stock Company "Forest-Starma", a Russian
legal entity ("Forest-Starma"). PFLLC, PGI and Forest-Starma are collectively
referred to herein as the "Parties" and each individually as a "Party".
WITNESSETH
WHEREAS, PGI has agreed to provide certain services to Forest-Starma,
pursuant to the terms of that Services Agreement, dated as of January 5, 1994,
entered into between Forest-Starma and PGI (the foregoing hereafter referred to
as the "Services Agreement");
WHEREAS, PGI desires to assign to PFLLC, as of the effective date hereof,
all of PGI's rights, title and interest in and to the Services Agreement,
including all amounts currently owed to PGI by Forest-Starma thereunder; and
WHEREAS, PFLLC desires to accept the foregoing assignment and to assume, as
of the effective date hereof, all liabilities, obligations, claims, costs and
expenses of PGI arising under the Services Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto covenant and
agree as follows:
1. PGI hereby absolutely and unconditionally assigns, transfers, conveys and
surrenders to PFLLC all of PGI's rights, title and interest in and to the
Services Agreement, including all amounts currently owed by Forest-Starma
to PGI thereunder, and all benefits and rights relating thereto, as well as
all of PGI's obligations arising under the Services Agreement as of the
date hereof.
2. PFLLC hereby accepts the foregoing assignment and assumes, as of the
effective date hereof, all liabilities, obligations, claims, costs and
expenses of PGI arising under the Services Agreement in respect of the
period from and after the effective date hereof, and hereby agrees to
perform and observe all of the covenants therein contained to be performed
and observed by PGI from and after the effective date hereof.
3. Forest-Starma hereby expressly agrees to the assignment by PGI to PFLLC of
the Services Agreement as contemplated herein.
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4. PFLLC and Forest-Starma hereby expressly agree to hold harmless and
indemnify PGI, its officers, directors, employees, representatives and
agents from and against all losses, liabilities and expenses incurred by
any of them arising from, relating to or in connection with the Services
Agreement and the assignment thereof unless caused by PGI's willful
misconduct or bad faith. This indemnification includes, but is not limited
to, any and all taxes, fees, charges, fines, penalties or any other costs
assessed or levied by any governmental authority in the United States of
America, the Russian Federation or elsewhere, and also costs of
investigation and defense (including, but not limited to, attorneys fees).
5. PFLLC and Forest-Starma, jointly and severally, hereby release and forever
discharge PGI from all manner of actions, causes of action, suits, debts,
dues, sums of money, accounts, covenants, contracts, controversies,
agreements, promises, judgments, obligations, claims and demands
whatsoever, of whatever kind, which PFLLC and/or Forest-Starma may have
against PGI with respect to the assignment by PGI to PFLLC of all of PGI's
rights, title and interest in and to the Service Agreement in accordance
with this Agreement.
6. This Agreement shall be binding upon, and inure to the benefit of, the
Parties hereto and their respective successors and assigns.
7. The Parties shall execute such other instruments as may be reasonably
required by any other Party to carry out the purposes and intent of this
Agreement and to fulfill their respective obligations.
8. This Agreement shall be governed and construed in accordance with the
substantive laws of the Commonwealth of Massachusetts, without giving
effect to the conflicts of laws provisions thereof.
9. The Parties shall resolve all disputes and controversies arising under this
Agreement through negotiations. If the Parties cannot resolve a dispute
through negotiations within 30 (thirty) calendar days from the day the
dispute arises, the Parties shall refer the dispute to an arbitrator in
Boston, Massachusetts, USA in accordance with the Rules of the American
Arbitration Association. An award of the arbitrator shall be enforceable at
any court of competent jurisdiction. This award shall be final and cannot
be appealed by the Parties.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered by their respective duly authorized officers or agents,
effective as of the date first above written.
PIONEER FOREST, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
Date: May 16, 2000
THE PIONEER GROUP, INC.
By: /s/ Xxxx Xxxxxxx [SEAL]
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Its: Executive Vice President
Date: May 16, 2000
CLOSED JOINT-STOCK COMPANY
"FOREST-STARMA"
By: /s/ Xxxxx X. Xxxxxxx
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Its: General Director F.S.
Date: May 25, 2000
By: /s/ Xxxxxx Xxxxxxxxx [SEAL]
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Its: First Deputy General Director
Date: May 16, 2000
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